Wrecker Service Contract.pdf

1100225360\2\AMERICAS

WRECKER SERVICE CONTRACT

This Wrecker Service Contract (“Contract”) is entered into on this _____ day of _______, 2024 (the “Effective Date”), by and between Henry County, Georgia, a political subdivision of the State of Georgia, (hereinafter, “County”) and _______________________ a company authorized to conduct business in the State of Georgia, (hereinafter, “Wrecker”) (the County or Wrecker each sometimes individually referred to as a “Party” or collectively as the “Parties”).

I. Purpose:

The purpose of this Contract is to govern the use of wrecker services provided within the County; to describe criteria by which wrecker service providers should conduct business; to specify the minimum required equipment for wrecker services; to specify the cost of services to the general public when contacted by County; and for any other purposes addressed herein.

This Contract does not apply to services not initiated by the County or its representatives.

The County or its representatives shall not seek the services of Wrecker in nonemergency circumstances. It is expressly agreed that vehicle owners/operators will be personally responsible for engaging a private wrecker of his/her choice, including property owners who desire a trespassing vehicle to be towed from private property. An owner or authorized user of a vehicle seeking a specific wrecker company, even at a scene where County personnel are present, shall not be deemed to be a third-party beneficiary to this Contract.

II. Duration and Termination:

This Contract shall remain in effect for an initial term beginning on the Effective Date and shall terminate absolutely and without further obligation on the part of the County at the close of the fiscal year in which it is executed (the “Initial Term”) and at the close of each succeeding fiscal year for which it may be renewed; provided, however, that this contract may be renewed for two

(2) additional one (1) year terms (each a “Renewal Term” and together with the “Initial Term”, the “Term”), unless either Party provides at least thirty (30) days’ written notice of its intent not to renew to the other Party prior to the start of any Renewal Term. Notwithstanding the foregoing, the Parties may agree to extend the contract for ninety (90) days or for such longer period beyond the contract expiration date as may be necessary to afford the County a continuous supply of wrecker services. The County may terminate this Contract for any reason whatsoever upon thirty (30) days’ advance written notice to Wrecker; provided, however, in the event that Wrecker defaults with respect to any of its obligations hereunder, the County may terminate this Contract if Wrecker fails to cure, or make substantial progress toward curing, said default within ten (10) Business Days of County’s notice of default. Wrecker may terminate this Contract (a) upon default by the County in the performance of any of the material terms, covenants or conditions of the Contract; or (b) failure of the County to remedy, or undertake to remedy such default, for a period of thirty (30) days after receipt of written notice of default from Wrecker. The Contract may be suspended by the County for any reason that would justify termination. Notwithstanding the foregoing, this Contract will terminate immediately and absolutely at such time as appropriated and otherwise unobligated funds are no longer available to satisfy the obligations of the County under this Contract.

III. Definitions:

For the purposes of this Contract, the following definitions shall apply:

Business Day: Any Day, excluding any Saturday, any Sunday, any day on which the government of Henry County or the State of Georgia are authorized or permitted to be closed, and any national holiday observed by the United States Government.

County Business: Requests made by a Henry County employee in his/her official capacity, where the County is legally authorized to transport and/or store a vehicle. County Business shall include, but not be limited to, requests arising out of the following circumstances:

1) A County vehicle or other County property must be towed;

2) There is a law enforcement or public safety basis for the County to call for towing and/or impoundment, including for the following purposes:

a) Removing immediate traffic hazards, traffic obstructions, and/or threats to public safety;

b) Removing unattended or illegally parked vehicles from the public rights-of-way;

c) Removing vehicles from public rights-of-way following an arrest where the person(s) in charge of such vehicle is unable to provide for its custody or removal;

d) Impounding recovered stolen vehicles;

e) Removing illegally parked motor vehicles from County property;

f) Responding to an emergency situation requiring a wrecker service to assist in public safety field operations; and

g) Transporting vehicles to and/or from a law enforcement impound lot or other law enforcement location (e.g., state crime lab, etc.) for evidence collection and processing.

3) County Vehicle: Refers to vehicles, equipment and/or trailers owned and/or operated by Henry County.

4) Day: Any one calendar day, unless specifically noted to the contrary.

5) GDOT: Georgia Department of Transportation.

6) MUTCD: Manual of Uniform Traffic Control Devices.

7) Service Areas: The areas established by the County where wrecker services shall be provided for County Business as shown on Exhibit “B” of this Contract, attached hereto and incorporated by this reference.

8) Wrecker Services Scope: List of wrecker/towing-related services to be provided on behalf of and/or at the request of the County, attached hereto as Exhibit A” and incorporated by this reference.

IV. Wrecker Facility:

1) Wrecker shall maintain a suitable headquarters facility in compliance with the

County’s and any applicable city’s zoning standards and applicable wrecker facility regulations to transact business and to accommodate the general public. The office shall be open and staffed between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday; 8:00 a.m. and 1:00 p.m., Saturdays and Sundays; and such other additional times as Wrecker may offer. Such facility shall always be maintained in a clean and presentable condition.

2) Wrecker shall maintain a secure storage area for towed vehicles within or in close proximity to the designated service area, unless otherwise authorized by the County.

The secure storage area facility shall be accessible twenty-four (24) hours a day, seven days a week. The secure storage area shall be fenced with a minimum of six-foot fencing, lighted and equipped with a lock or enclosed building. The gate to the secure storage area shall be and remain locked during the hours of darkness except to provide reasonable ingress and egress in connection with wrecker service operations. The secure storage area facility shall be lighted during hours of darkness in such a manner as to prevent, discourage and detect attempts of theft or vandalism. The secure storage area shall have a heated shelter on its premises where stranded motorists may wait for a ride. The secure storage area shall be capable of storing a minimum of one hundred

(100) vehicles, including tractor-trailers, at any given time. Operational security cameras shall be present in such a manner as to provide recording of activities at every location on the secure storage area. Camera footage shall be made available to the County upon request for purposes of investigating complaints by vehicle owners/operators whose vehicle is stored due to County Business.

3) Wrecker shall maintain a secure storage area within Henry County for vehicles towed pursuant to this Contract. Wrecker shall only tow and/or store vehicles towed on behalf of the County to their secure storage area location within Henry County, Georgia.

4) Impounded vehicles shall be delivered to Wrecker’s secure storage area in a timely manner. Wrecker shall not utilize "drop zones" or leave impounded vehicles at any impound lot or location other than the Wrecker’s secure storage area within Henry County.

5) Secure storage areas shall remain in compliance with all Henry County, and any applicable city, ordinances and codes regarding outdoor storage and open yard storage businesses.

6) Wrecker shall maintain regular business hours, have a listed public business telephone number and be available on-call.

7) Wrecker shall provide reasonable access to any towed vehicle seven days a week.

8) Wrecker shall notify the County 9-1-1 Center immediately if unable to respond to a call. If Wrecker is unable to respond to an initial call, the County 9-1-1 Center shall contact another County-approved wrecker service provider.

V. Wrecker Vehicles, Towing, and Equipment

1) Wrecker shall provide the County a copy of title and registration for each wrecker vehicle to be used in performance of the Contract. Wrecker shall also provide the County with proof of ownership of all required vehicles, equipment and tools for fulfillment of Wrecker’s obligations under this Contract.

2) Wrecker shall be required to obtain annual safety compliance inspections with the

State of Georgia Motor Carrier Compliance Division (‘MCCD’). Wrecker shall provide evidence of such satisfactory inspections to the County upon request.

3) Wrecker shall have and maintain in operable condition at all times the following minimum equipment:

a) One (1) 50-Ton Recovery Truck; OR

b) One (1) 40-Ton Rotator AND One (1) 30-Ton Heavy Duty Truck.

4) Wrecker shall have and maintain in operable condition at all times the following additional truck and heavy equipment, which shall be owned by Wrecker and stored at Wrecker’s place of business within the County:

a) One (1) tilt bed, hydraulic, lowboy semi-trailer with a 35-ton capacity, 40 – 48 ft. bed and a winch with 75 ft. 5/8” cable;

b) One (1) tandem axle road tractor with a sliding fifth wheel;

c) Four (4) rollback flatbed wreckers;

d) One (1) self-contained, V-hopper, pickup or trailer mounted Sand Spreader, with a minimum capacity of 1.5 cu. yd., a conveyer or auger feed and adjustable rate spinner;

e) One (1) heavy-duty skid steer or rubber tracked loader with bucket, broom and fork attachments; and

f) Either:

1. One support vehicle with an enclosed, utility body and a roof mounted GDOT approved MUTCD Type B arrow board, stocked with MUTCD traffic control devices and such additional tools, equipment and material as may be required by County; or

2. One (1) tandem axle, enclosed utility trailer pulled by a tow vehicle with a roof mounted GDOT approved MUTCD Type B arrow board.

5) The following items and equipment shall be maintained on all wrecker and tow trucks:

a) Each vehicle shall be permanently marked on both sides of the body or cab of the vehicle, in letters and figures in sharp color contrast to the background and legible from a distance of 50 feet during daylight hours while the vehicle is stationary, with the following information:

1. The name of the motor carrier (Wrecker), city of address, and telephone number; and

2. The carrier's state or federal US DOT number.

6) Each vehicle shall carry, at a minimum, the following:

a) Valid registration tag and revalidation decal on exterior;

b) Valid emergency light permit issued by the Georgia Department of Public

Safety (“DPS”);

c) Flashing or revolving amber light with 360-degree visibility;

d) Battery jumper cables;

e) Fire extinguisher;

f) Sweeping broom;

g) Flat shovel;

h) Container for debris;

i) Motorcycle straps (4);

j) Tow away lamps (tail, stop and turn signal lights for vehicles being towed);

and

k) Stopped vehicle warning devices (e.g. three bi-directional reflective triangles, etc.).

VI. Wrecker Performance:

1) Wrecker shall maintain, and provide upon request to the County, a list of all drivers and other personnel reporting to incidents, as well as a current 3-year certified Motor Vehicle Report from the Georgia Department of Driver Services (“DDS”) for each staff member.

a) As a safety precaution, all Contractor personnel shall have and prominently display an ID card when responding to a scene. The ID card will be issued by the County and will be at the Company's expense. The ID card shall be displayed by the driver to those served at the scene of any incident where the Contractor is reporting under this Contract.

b) Fees: The total fee for processing the application is $40, which includes the criminal history check and the ID badge if approved. There is an additional $2 fee for card usage. Payment must be made at the time of application.

c) The ID badge will only be issued if the criminal history report returns with no record. If any charges reflect on the criminal history check, the individual pays the $25 criminal history fee and is provided a copy of the record to return to the authorized wrecker service for review. The authorized wrecked service designated personnel will notify the Records management with the approval or disapproval of the applicant. Immediate disqualifier for approval is a felony conviction or any convictions of a misdemeanor crime which are against public safety ( i.e. Obstruction of an officer).If the authorized wrecker service decides to continue with the employment of the individual, they return to the police department, pay the additional fees and receive their badge at that time.

2) Wrecker and Wrecker’s driver(s) shall maintain a valid driver's license(s) with the appropriate class and appropriate endorsements required to operate Wrecker's equipment under Georgia law. Wrecker’s driver(s) shall meet all applicable driver qualification requirements, including medical qualification requirements, specified by both state and federal law.

3) Wrecker shall provide the County the names, addresses, and date of birth of the following personnel within 24 hours of their employment or departure:

a) All persons employed by the Wrecker; and

b) All associates having a financial or ownership interest in Wrecker’s business.

4) Each such person listed by Wrecker shall consent to be photographed by County police department personnel, sign a Georgia Criminal Information Center (“GCIC”) criminal background check consent form, and be subjected to a complete criminal background investigation. If Wrecker’s employee shows a pattern of disregard for the law or has been convicted of a felony or misdemeanor that demonstrates moral turpitude within the past five years, Wrecker shall exclude Wrecker’s employee from providing services in connection with County-initiated calls.

5) It shall be the responsibility of Wrecker to ensure all safety equipment (e.g., chains, cables, tow-away lighting, etc.) are used in accordance with state and federal laws, guidelines and regulations, as well as the manufacturer's requirements and as designed for the safe and legal operation of recovery vehicles.

6) Wrecker shall be responsible for ensuring the scene is cleared of any hazards before departing the scene, which includes clearing and hauling away any vehicle debris.

Wrecker shall clean up any substantial spills from the towed vehicle, including oil, antifreeze and other vehicle component fluids, as well as any fluids or objects being transported by the vehicle.

7) Wrecker shall provide to each owner/operator of every towed vehicle at the scene of the tow a pre-printed disclosure that states the current fee schedule for County-initiated tows, the location of storage lots, times of vehicle release and phone number(s) of Wrecker.

8) County shall provide its own impound facility, typically at the County’s Fleet Services or on other County property, for the purpose of storing or holding vehicles for evidence, confiscation, or any other purpose permitted by law. Wrecker shall follow County’s directions regarding whether to transport a vehicle to the County impound facility, a law enforcement location (e.g., state crime lab, etc.) or any other site designated by the County.

9) Before releasing any vehicle upon which the County has placed a hold, Wrecker shall contact the County to determine if a vehicle hold has been released.

10) Upon release of a vehicle from a government impound lot, Wrecker shall transport the vehicle to Wrecker’s secure storage area and Wrecker shall then store the vehicle pending payment by the owner/operator.

11) Wrecker shall be responsible for all vehicles and property towed, transported, or stored under this Contract, including all equipment and contents therein. Wrecker shall cooperate with the County official responsible for impounding a vehicle to inspect and inventory the vehicle, and shall, upon request, assist with the inventory and verify the accuracy of the inventory taken at the transporting scene and confirm it by signature of Wrecker’s employee.

12) Wrecker shall provide all usual and customary wrecker services appropriate for the scene, including, but limited to, the following:

a) Extricate and remove wrecked or disabled vehicles or equipment from the highways, roads, streets or other public thoroughfares and from such property in close proximity thereto;

b) Tow or otherwise transport wrecked or disabled vehicles or equipment to such places as may be directed by the County;

c) Removal of cargo or other material from the highways, roads, streets or thoroughfares, which are part of such right-of-way;

d) Removal of cargo or other material from the highways, roads, streets, or other public thoroughfares to a site or location designated by the County;

e) Sweep up and remove broken glass or other debris when a vehicle is removed from the highways, roads, streets, or other public thoroughfares; and,

f) Remove large dead animals from the highways, roads, streets, or other public thoroughfares, or from property in close proximity thereto, to such places as may be directed by the County. Wrecker is only responsible for removal of animals that were killed and involved in the accident for which the service call was placed.

13) Wrecker shall maintain a maximum of two telephone numbers for the County to request service.

14) Wrecker shall maintain adequate equipment and a sufficient labor force to meet the County’s demand for services in the assigned service area on a 24-hour per day basis, every day of the year.

15) Wrecker shall maintain standby crew and equipment for County emergencies and events in Henry County (i.e., races at the Atlanta Motor Speedway, serious inclement weather, etc.). The County may require Wrecker to dispatch a wrecker to specific locations in order to expedite response times.

VII. Responding to Calls for Service:

1) Wrecker shall have two-way communications between its wrecker vehicles and its dispatching office. Wrecker shall not be allowed to transmit or receive calls on any Henry County governmental radio frequency.

2) In the event the County notifies Wrecker of a cancelled request for wrecker services, Wrecker shall be responsible for communicating the cancellation with its dispatcher and/or employee.

3) When Wrecker is called by the County, the County’s representative requesting the service will advise Wrecker of the expected number of wrecked vehicles at the scene.

Wrecker shall inform the County if it is able to respond within thirty (30) minutes, and if additional wrecker services will be required to handle the scene in light of Wrecker’s available personnel and equipment.

4) Wrecker shall arrive at the scene within 30 minutes of request for services. If Wrecker acknowledged a call but later determines it is unable to respond within 30 minutes, Wrecker shall notify the County immediately. The County may instruct Wrecker to continue to proceed to the scene or advise of a cancellation. In the case where Wrecker is cancelled due to its inability to arrive at the scene within 30 minutes, Wrecker shall receive no fee.

5) The Wrecker is strictly prohibited from calling its own back-up wrecker.

VIII. Wrecker Area Assignment:

1) The County has established service areas as set forth in Exhibit “B” The County has sole discretion in determining the service areas and shall provide Wrecker ten (10) Days’ notice of any changes made to the service areas.

2) Wrecker shall be assigned to only one service area. If Wrecker is unable to timely respond or if additional assistance is needed, the County may call another wrecker service or utilize any other necessary resources.

3) All requests for wrecker services by the County shall be dispatched through the Henry County 9-1-1 Center.

4) Where the owner/operator of a vehicle makes a reasonable request for a specific service, the owner/operator may personally contact a wrecker/towing service other than Wrecker. However, if the use of the service requested by the owner/operator would result in excessive delay for the County, the County may exercise the option of using the services of another County-approved wrecker service provider.

5) If the Henry County 9-1-1 Center dispatches a wrecker per the request of the County, but it is later determined the service is not required, Wrecker shall be placed next-in-line to handle a wrecker service request in Wrecker’s assigned service area.

IX. Law Enforcement Holds

An authorized law enforcement officer may contact Wrecker to place a general or investigative hold on a vehicle. The law enforcement officer shall provide Wrecker with his/her name, badge number and contact information, to include a direct telephone number and email address.

1) A general hold shall expire after twenty-four (24) hours if no law enforcement officer contacts Wrecker to extend the hold.

2) An investigative hold may only be made by a supervising officer of Henry County

Police Department (“HCPD”) or Henry County Sheriff’s Office (“HCSO”). The investigative hold shall have no time limit and the impounded vehicle shall remain in Wrecker’s secure storage area until Wrecker is notified by a supervising officer of HCPD or HCSO that the vehicle may be released to the owner.

3) Storage rates shall not apply to a vehicle that is subject to a general or investigative hold. Vehicles on a general and/or investigative hold shall not be considered abandoned motor vehicles.

X. Inspection and Customer Complaints:

1) Wrecker and its employees shall be professional and courteous to County employees and vehicle owners/operators utilizing Wrecker’s services.

2) Where a vehicle owner or driver lodges a complaint against the Wrecker, the County shall promptly and fully investigate the complaint and determine if corrective action is appropriate.

3) The County may conduct random inspections of pertinent documents, work sites, vehicles and/or equipment related to the Contract.

4) Upon credible information that Wrecker has engaged in improper or unlawful conduct, or fails to have the proper documentation, work site, vehicles or equipment, the County shall, in writing, notify the Wrecker of its findings and take any necessary corrective action.

5) The County may temporarily suspend Wrecker from providing services under this

Contract while the County is investigating a complaint or during the time period the County allots for Wrecker to take corrective action.

XI. Cost Proposal (Fee Schedule):

Wrecker shall charge vehicle owners for towing, non-towing, and storage services according to the Cost Proposal (Fee Schedule). For any motor vehicle towed pursuant to this Contract, Wrecker shall not charge the owner/operator more than the maximum rates outlined in the Cost Proposal (Fee Schedule). The allowable fees shall be subject to change at the discretion of the Henry County Board of Commissioners with a 30-Day written notice.

1) Wrecker shall file a schedule containing its current rates with the Superior Court of

Henry County. The fee schedule may be modified at the sole discretion of the County.

Wrecker may request, in writing, a modification of the current fee schedule. The County shall notify Wrecker if the request for modification is approved.

2) The County reserves the right to waive the fees for any service set out in the Cost

Proposal on a vehicle towed and/or impounded for victims of a crime. The County shall notify Wrecker in writing of such waiver of fees.

3) The County reserves the right to waive the maximum rate and total maximum charges for extraordinary services and extraordinary circumstances. Wrecker may make a request for the waiver of maximum rate and/or total maximum charges to the County within forty-eight (48) hours of Wrecker’s arrival to the scene of the incident.

4) Payment for the services governed by this Contract shall lie directly with the owner/operator of the vehicle. Under no circumstances shall the County be responsible to Wrecker for a third party’s failure to pay for towing, storage, or other services rendered for a third party’s vehicle or other property where the County or its representative placed the call for wrecker services. Each vehicle shall stand as security and may be disposed of as provided by Georgia law.

5) Wrecker shall post its fee schedule in its facility in open view to the public.

6) Wrecker agrees to provide a detailed written invoice to each vehicle owner/operator, upon request and shall attach a copy of the fee schedule for County- initiated tows to each bill for payment.

7) Where a complaint has been initiated by the owner/operator of the vehicle against Wrecker, alleging an overcharge and the County determines an overcharge has occurred, Wrecker shall refund the overcharged amount to the vehicle owner/operator within seven (7) Business Days of the County’s determination.

8) Storage Fees

a) HCPD or HCSO may direct Wrecker to tow property to a government impound lot for a criminal or traffic accident investigation. Following release of the property by the investigating entity, Wrecker shall tow the vehicle to its own storage lot and hold the vehicle for pickup by the vehicle owner/owner’s designee. Except where prohibited by law, Wrecker may charge the vehicle owner for towing and storage fees associated with the vehicle as follows:

1. The towing charge shall be the amount that would have been charged for towing the vehicle directly from the crime or accident scene to Wrecker’s lot regardless of how many times Wrecker had to move the vehicle to and from government impound lots.

2. Once the vehicle is parked on Wrecker’s lot, Wrecker may charge storage fees beginning twenty-four (24) hours after the vehicle has been placed on Wrecker’s lot.

3. Henry County shall not be charged for storage of any County Vehicle.

XII. Notices:

All notices required or permitted hereunder shall be in writing and shall be served on the Parties at the following addresses:

If to the County:

Henry County Administrative Building 140 Henry Parkway McDonough, Georgia 30253 Attention: Cheri Hobson-Matthews, County Manager

With a copy to:

Squire Patton Boggs, LLP Promenade I 1230 Peachtree Street, NE

Suite 2200 Atlanta, Georgia 30309 Attention: Serena L. Nowell, County Attorney

If to Wrecker:

Attention: [____________________]

Any such notices shall be either (a) sent by overnight delivery using a nationally recognized overnight courier, in which case notice shall be deemed delivered one Business Day after deposit with such courier, or (b) sent by personal delivery, in which case notice shall be deemed delivered upon receipt. Any notice sent by personal delivery and delivered after 5:00 p.m. Eastern Time shall be deemed received on the next Business Day. A Party's address may be changed by written notice to the other Party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Rejection or other refusal to accept or inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice.

XIII. RESERVED.

XIV. Independent Contractor:

Wrecker shall perform the services under this Contract as an independent contractor and nothing contained herein shall be construed to be inconsistent with such relationship or status.

Nothing in this Contract shall be interpreted or construed to constitute Wrecker or any of its agents or employees to be the agent, employee or representative of the County.

XV. Insurance:

Wrecker agrees to obtain and maintain during the entire term of this Contract, all of the insurance required as specified the County. Wrecker shall maintain, at a minimum, statutory minimum workers’ compensation insurance; employer’s liability insurance with limits of at least $100,000 each accident for bodily injury; commercial general liability insurance with limits of at least $1,000,000; commercial automobile liability insurance (combined single limit) of at least $1,000,000; and garage-keepers liability insurance of at least $1,000,000 with the County as an additional insured. Wrecker shall furnish the County a Certificate of Insurance showing the required coverage. The cancellation of any policy of insurance required by this Contract shall meet the requirements of notice under the applicable laws of the State of Georgia, as same may be amended.

XVI. Indemnification:

1) The County shall not be liable for any accident or damage that may occur due to the operation or maintenance of Wrecker’s motor vehicles or acts or omissions of Wrecker’s employees. Wrecker hereby agrees to indemnify and hold harmless the County, its Commissioners and their respective officers, members, employees, and agents (each, hereinafter referred to as an “Indemnified Person”) from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys’ fees due to liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the performance of this Contract or any act or omission on the part of Wrecker, its agents, employees or others working at the direction of Wrecker or on its behalf, or due to any breach of this Contract by Wrecker or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification is binding upon to the successors and assigns of Wrecker. This indemnification does not extend to the sole negligence of the Indemnified Persons nor beyond the scope of this Contract and the work undertaken hereunder. This indemnification survives the termination of this Contract and shall also survive the dissolution, or to the extent allowed by law, the bankruptcy of Wrecker. Wrecker further agrees to indemnify and hold harmless the County, its Commissioners, officers, employees, subcontractors, successors, assigns and agents from and against any and all claims or liability for compensation under the Workers’ Compensation Act, Disability Benefits Act, or any other employee benefits act arising out of injuries sustained by any employees of Wrecker. These indemnities shall not be limited by reason of the listing of any insurance coverage.

2) Notice of Claim. If an Indemnified Person receives written notice of any claim or circumstance which could give rise to indemnified losses, the receiving party shall promptly give written notice to Wrecker and shall use best efforts to deliver such written notice within fifteen (15) Business Days. The notice must include a copy of such written notice of claim, or, if the Indemnified Person did not receive a written notice of claim, a description of the indemnification event in reasonable detail and the basis on which indemnification may be due. Such notice will not stop or prevent an Indemnified Person from later asserting a different basis for indemnification. If an Indemnified Person does not provide this notice within the 15 Business Day period, it does not waive any right to indemnification except to the extent that Wrecker is prejudiced, suffers loss, or incurs additional expense solely because of the delay.

3) Defense. Wrecker, at Wrecker's own expense, shall defend each such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by the Indemnified Person and reasonably approved by Wrecker (provided that in all instances the County Attorney of Henry County, Georgia shall be acceptable, and, for the avoidance of doubt, is the only counsel authorized to represent the County). If any such action, suit or proceedings should result in final judgment against the Indemnified Person, Wrecker shall promptly satisfy and discharge such judgment or cause such judgment to be promptly satisfied and discharged. Within fifteen (15) Business Days after receiving written notice of the indemnification request, Wrecker shall acknowledge in writing delivered to the Indemnified Person (with a copy to County’s Risk Management Department and County Attorney) that Wrecker is defending the claim as required hereunder.

4) Mandatory Separate Counsel. In the event that there is any potential conflict of interest that could reasonably arise in the representation of any Indemnified Person and Wrecker in the defense of any action, suit or proceeding or in the event that state or local law requires the use of specific counsel, (i) such Indemnified Person may elect in its sole and absolute discretion whether to waive such conflict of interest, and (ii) unless such Indemnified Person (and, as applicable, Wrecker) elects to waive such conflict of interest, or in any event if required by state or local law, then the counsel designated by the Indemnified Person shall solely represent such Indemnified Person. If applicable, Wrecker shall retain its own separate counsel, each at Wrecker's sole cost and expense.

5) Voluntary Separate Counsel. Notwithstanding Wrecker's obligation to defend a claim, the Indemnified Person may retain separate counsel to participate in (but not control or impair) the defense and to participate in (but not control or impair) any settlement negotiations, provided that for so long as Wrecker has complied with all of Wrecker's obligations with respect to such claim, the cost of such separate counsel shall be at the sole cost and expense of such Indemnified Person (provided that if Wrecker has not complied with all of Wrecker's obligations with respect to such claim, Wrecker shall be obligated to pay the cost and expense of such separate counsel). Wrecker may settle the claim without the consent of the Indemnified Person, unless the settlement (i) would result in injunctive relief or other equitable remedies or otherwise require the Indemnified Person to comply with restrictions or limitations that adversely affect or materially impair the reputation and standing of the Indemnified Person, (ii) would require the Indemnified Person to pay amounts that Wrecker or its insurer does not fund in full, (iii) would not result in the Indemnified Person's full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement, or (iv) directly involves the County (in which case the County Attorney of Henry County, Georgia shall be the only counsel authorized to represent the County with respect to any such settlement).

6) Survival. The provisions of this Article will survive any expiration or earlier termination of this Contract and any closing, settlement or other similar event which occurs under this Contract.

XVII. Compliance with Law:

It shall be a material provision of this Contract that the Wrecker comply with all applicable local, state, and federal laws, ordinances, rules and regulations. If the Wrecker engages in Non- Consensual Towing functions specified in O.C.G.A. § 44-1-13 and 40-11-19, which is regulated by the Georgia Department of Public Safety (‘DPS’), Wrecker shall possess a Non-Consensual Towing (“NCT”) Permit issued by the DPS. Wrecker shall comply with all DPS rules and regulations governing non-consensual towing and any other laws, rules and regulations governing such actions.

XVIII. Jurisdiction:

The Parties agree that jurisdiction and venue in any suit, action or proceeding brought by any Party arising out of or relating to this Contract shall properly and exclusively lie in the Henry County State or Superior Court or, to the extent the State or Superior Court does not have subject matter jurisdiction, in the United States District Court for the Northern District of Georgia, Atlanta Division. By execution and delivery of this Contract, each Party irrevocably submits to the jurisdiction of the chosen courts for itself and in respect of its property with respect to such suit, action or proceeding. The Parties irrevocably agree that venue would be proper in the chosen courts, and hereby waive any objection that any such chosen court is an improper or inconvenient forum for the resolution of such suit, action or proceeding.

XIX. Open Records Act:

The Georgia Open Records Act, O.C.G.A. Section 50-18-70, et seq. (the “Act”), applies to this Contract. Wrecker acknowledges that any “documents,” as that term is defined in the Act, provided to the County by Wrecker may be subject to release to the public. Wrecker also acknowledges that documents, including computerized data created or held by Wrecker in relation to this Contract, may be subject to release to the public, to include documents turned over to the County. Wrecker shall cooperate with and provide assistance to the County in rapidly responding to requests under the Act. Wrecker shall notify the County of any such requests no later than 24 hours following receipt of any such requests by the Wrecker. Wrecker shall promptly comply with the instructions or requests of the County in relation to responding to Open Records Act requests.

XX. No Waiver of Privileges and Immunities:

Notwithstanding anything else in this Contract to the contrary, nothing in this Contract shall be construed to operate as a waiver of the privileges and immunities available to the County under applicable law, including without limitation sovereign immunity and official immunity as applicable.

XXI. Assignability:

The County is entering into this Contract in reliance upon the particular qualifications of Wrecker to perform the services herein described. This Contract may not be delegated or assigned by Wrecker and any purported delegation or assignment by Wrecker of this Contract (or rights hereunder) is void unless Wrecker has first obtained the prior written consent of the County, which consent may be withheld for any reason or no reason. The County may assign this Contract, in its discretion, to other local government(s) or state agencies with authority for public right-of-way issues within its jurisdiction.

XXII. Miscellaneous:

This Contract shall not be modified or amended except by written instrument signed by each of the Parties hereto. This Contract may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which counterparts together shall constitute but one and the same instrument. Each provision of this Contract is severable from any and all other provisions of this Contract. Should any provision of this Contract be for any reason unenforceable, the balance shall nonetheless remain in and be of full force and effect, but without giving effect to such unenforceable provision. Time is of the essence hereof. The section headings of this Contract are for convenience only and in no way limit or enlarge the scope or meaning of the language hereof.

XXIII. Entire Agreement:

This document, including all exhibits, constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of promises, representations, discussions and agreements oral or otherwise that have been made in connection therewith. No modifications or amendment to this Contract shall be binding upon the Parties, unless the same is in writing.

IN WITNESS WHEREOF, the parties have set their hands and affixed their seals this the

________ Day of ____________. 20___.

(SIGNATURES APPEAR ON FOLLOWING PAGES)

HENRY COUNTY, GEORGIA

Carlotta Harrell, Chair Board of Commissioners

ATTEST:

Stephanie Braun, Clerk to the Commission

(Affix County Seal)

APPROVED AS TO FORM:

Serena L. Nowell, County Attorney

WRECKER Company

By: _____________________________ (Name) (Title)

ATTEST:

Secretary/ Assistant Secretary

(Affix Corporate Seal)

RFP # 25-XX

Wrecker Services – Annual Contract

COST PROPOSAL(Fee Schedule)

Basic Tow - Non-County Vehicle (NCV)/ County Vehicle (CV)

(Gross Vehicle Weight) GVWR Basic Tow Standard Cap

GVWR 10,001 lbs. to 20,000 lbs.

$__________NCV

$____________CV

$__________NCV

$____________CV

GVWR 20,000 lbs. +

$__________NCV

$____________CV

$__________NCV

$____________CV

GVWR 20,001 lbs. + per unit charge (Truck + Trailer)

$__________NCV

$____________CV

$__________NCV

$____________CV

GVWR 20,001 lbs. + combination unit

$__________NCV

$____________CV

$__________NCV

$____________CV

Additional Services

Type of Service/ Maximum Fee

Road Service (no tow) $_________ NCV / $_________ CV

No Key Fee $_________NCV

Cover Window $_________NCV

Winching (no tow) $_________NCV / $_________CV

Use of dollies $_________ CV / $_________ CV

Drop Driveshaft $_________ NCV

Remove - No Axle $_________ NCV

Remove Tractor/Trailer Axle provider may charge additional fee $_________/ NCV

Remove Tractor Bumper $_________ / NCV

Connect Air to a tractor- trailer provider may charge additional fee $_________/ NCV

Flipping (vehicle on side or back and tow or fewer tires touching the ground)

NCV & CV $__________ - GVWR 19,999 LBS OR

LESS

NCV & CV $__________ GVWR 20,000 LBS. +

Additional Services

Loading but no tow/vehicle, not left site of loading (i.e., the owner/operator produced ignition key and removes vehicle with no tow)

NCV & CV $_________ - GVWR 19,999 LBS OR

LESS

NCV & CV $_________ - GVWR 20,000 LBS. +

If at the request of Henry County, a provider may charge an additional flat fee and mileage surcharge for any tow from a location outside of Henry County to Fleet services or to the providers storage lot located in Henry County, or for any tow from Henry County to a location out of Henry County

NCV $__________ + ____________ PER MILE

CV $_____________ PER MILE

Wrecker Services – Annual Contract

COST PROPOSAL(Fee Schedule)

Extraordinary Services

* Hourly rates based on time of arrival on the incident scene until the scene is cleared and crew members may leave scene. Crew staffing shall be no more than what is reasonable for work required.

Price per Pound is based on total gross weight of vehicle including cargo. *see cost proposal*

Below fees apply to Non- County Vehicle (NCV) and/or County Vehicle (CV) Wrecker Services

16,000 lb. Mobile Home/ Motor Homes __________ per vehicle pound

30,000 lb. Bus/Straight Truck __________ per vehicle pound

60,000 lb. Tractor/ Trailer (with load) __________ per vehicle pound

69,000 lb. Heavy Equipment i.e. cranes, dozers, excavators, etc. __________ per vehicle pound

Cutting of trees, guardrails or removal of obstacles necessary

$___________/ per crew member/ per hour *

Vehicle is hanging over an embankment or bridge, vehicle is in a body of water, vehicle is in a ravine

$___________/ per crew member/ per hour*

Major clean-up (truck spill of more than 300 lbs. of materials, rollovers, vehicle in body of water, vehicle in ravine) $___________/ per crew member/ per hour*

Clean-up of flammable or chemical high hazard loads (Not including spills of vehicle fluids such as gasoline, oil or antifreeze or standard loads) $___________/ per crew member/ per hour*

Routine clean-up fees for crash-related incidents $____________/ per vehicle

If a wrecker service transports a vehicle to the Henry County Police Department's or Sheriff's Office designated impound area, that same service shall be called to transfer such vehicle to that wrecker service's storage lot for storage $_____________/ per vehicle

Administrative Fees

Notification fees may include all administrative services performed or required to be performed by the wrecker service in connection with the towing and/or impounding of any vehicle, which shall include, but not be limited to, record searches, notification requirements and/or billing services.

Henry County shall not be charged for administration fees for any County Vehicle (CV).

A fee of no more than $_______ may be charged for related administration services, only after the first 24 hours of the vehicle being at the Wrecker's lot. All fees must be itemized upon request of the vehicle owner/operator.

Wrecker Services – Annual Contract

COST PROPOSAL(Fee Schedule)

Notification and Administration Fees - One Vehicle

Notification fee may be charged within the first 24 hours where local law enforcement is notified in writing, by facsimile other electronic means, in a manner acceptable to local law enforcement

Not to exceed $_________

After 24 hours - related administration services.

Itemized upon request

Third day after the tow $___________

Notification fee may be charged after the first 72 hours

Not to exceed $_________notification fee + $__________ per additional notification.

Seventh day after the tow $____________

Twenty-first day after the tow $____________

Storage Fee Schedule Below fees apply to Non-County Vehicles (NVC)

* GVWR - GROSS VECHILE WEIGHT RATING

Storage fee for the first 24 hours, beginning at the time the vehicle arrives at the lot

No Charge

Storage fee for the impoundment facility is closed, and the vehicle's owner is unable to claim the vehicle

Loadout fee or any similar charge for moving the vehicle within or from the lot to make the vehicle accessible for pickup

Storage - GVWR of 10,000 pounds or less $___________/ per day

Storage - GVWR of 10,001 to 20,000 lbs. $___________/ per day

Storage - GVWR of 20,001 lbs., or greater (per unit charge)

$___________/ per day

Storage - GVWR of 20,001 lbs., or greater (Combination unit)

Storage Fee Schedule Below fees apply to Non-County Vehicles (NVC)

* GVWR - GROSS VECHILE WEIGHT RATING

Storage - for Electric Vehicles $___________/ per day

Storage - Electric vehicle that is damaged and requires an isolation barrier.

An after-hours fee may be charged if the vehicle's owner wishes to claim an impounded vehicle earlier that 8: am or the start of the wrecker services posted business hours (whichever is earlier), or later than 5:00 pm. Or the end of the wrecker's posted business hours (whichever is later)

After 30 days, the process outlined in Chapter 11 of Title 40 of the Official Code of Georgia, related to abandoned motor vehicles, applies

EXHIBIT A

Service Area Map

North Zone consists of areas numbered 11 through 19 and the South zone consists of areas numbered 20 to 30.